Trulieve Cannabis Corp.

Previous wording

Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Quincy, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network.

Current wording

Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Tallahassee, Florida, we are the largest cannabis retailer in the United States. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network.

Previous wording

All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate.

Current wording

All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate. In Texas, Trulieve was granted conditional approval for a dispensing organization license under the Texas Compassionate Use Program.

Previous wording

Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by market leading positions in cornerstone states of Florida, Pennsylvania, and Arizona.

Current wording

Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by cornerstone markets in Arizona, Florida, Ohio and Pennsylvania.

Previous wording

Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; mid-tier brands Alchemy, Modern Flower, Momenta, and Sweet Talk, and value tier brands Co2lors, and Roll One. Established relationships with brand partners allow for the sale of partner-branded products in select markets and retail locations, providing our customers with access to a greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Redemption Cannabis, Seed Junky and Sunshine Cannabis.

Current wording

Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; Modern Flower, Momenta, and Sweet Talk, and value tier brands Co2lors, and Roll One. Established relationships with brand partners allow for the sale of partner-branded products in select markets and retail locations, providing our customers with access to a greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Redemption Cannabis, Seed Junky and Sunshine Cannabis.

Previous wording

We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Through our customer data platform, we can analyze data to discern customer preferences, patterns, and trends which inform our product mix and allocation, promotional strategies, and outreach. Investments in our enterprise-grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.

Current wording

We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Marketing technology enables personalized customer communication, allows seamless product browsing and online reservation, and creates exceptional experiences throughout the customer journey. We interact with customers and physicians through a variety of methods including email, mobile app, social media, online chat, text and telephone. In all markets, Trulieve offers a customer rewards program featuring fully stackable and portable points as appropriate within existing regulatory frameworks. Through our customer data platform, we can analyze data to discern customer preferences, patterns, and trends which inform our product mix and allocation, promotional strategies, and outreach. Investments in our enterprise-grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.

Previous wording

See "Part I Item 1A — Risk Factors” of our 2024 Form 10-K for additional information regarding competition.

Current wording

See Item 1A—“Risk Factors” of our 2025 Form 10-K for additional information regarding competition.

Previous wording

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in our 2024 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the nine months ended September 30, 2025, there were no significant changes to our critical accounting policies and estimates.

Current wording

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in our 2025 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the three months ended March 31, 2026, there were no significant changes to our critical accounting policies and estimates.

Previous wording

This section of this Form 10-Q generally describes and compares our results of continuing operations for the three and nine months ended September 30, 2025 and 2024.

Current wording

This section of this Form 10-Q generally describes and compares our results of continuing operations for the three months ended March 31, 2026 and 2025.

Previous wording

Revenue for the nine months ended September 30, 2025 was $888.0 million, an increase of $2.7 million from $885.3 million for the nine months ended September 30, 2024. The increase was primarily driven by a $9.6 million increase in wholesale and other revenue, which was partially offset by a $6.9 million decrease in retail revenue.

Current wording

Revenue for the three months ended March 31, 2026 was $286.8 million, a decrease of $11.0 million, from $297.8 million for the three months ended March 31, 2025. The decrease in revenue was driven by a $16.8 million decrease in retail revenue partially offset by a $5.8 million increase in wholesale and other revenue.

Previous wording

The increase in wholesale and other revenue was primarily driven by new and expanded relationships with wholesale partners driving higher wholesale revenue in Maryland, Ohio, and Pennsylvania.

Current wording

The increase in wholesale and other revenue was driven primarily by a continued focus on new and expanded relationships with wholesale partners, resulting in higher wholesale revenue across several core markets.

Previous wording

Cost of goods sold for the three months ended September 30, 2025 was $118.3 million, an increase of $7.3 million from $111.0 million for the three months ended September 30, 2024. Cost of goods sold as a percentage of revenue was 41.1% for the three months ended September 30, 2025 as compared to 39.0% for the three months ended September 30, 2024, which was driven by price compression, partly offset by lower production costs. Gross profit for the three months ended September 30, 2025 was $169.9 million, a decrease of $3.4 million from $173.3 million for the three months ended September 30, 2024. Gross profit as a percentage of revenue was 58.9% for the three months ended September 30, 2025 as compared to 61.0% for the three months ended September 30, 2024. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Current wording

Cost of goods sold for the three months ended March 31, 2026 was $116.7 million, an increase of $2.1 million from $114.5 million for the three months ended March 31, 2025. Cost of goods sold as a percentage of revenue was 40.7% for the three months ended March 31, 2026 as compared to 38.5% for the three months ended March 31, 2025. Gross profit for the three months ended March 31, 2026 was $170.1 million, a decrease of $13.1 million from $183.2 million for the three months ended March 31, 2025. Gross profit as a percentage of revenue was 59.3% for the three months ended March 31, 2026 as compared to 61.5% for the three months ended March 31, 2025. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Previous wording

Selling, general, and administrative expense for the three months ended September 30, 2025 was $99.0 million, a decrease of $49.6 million from $148.6 million for the three months ended September 30, 2024. Selling, general, and administrative expense as a percentage of revenues was 34.4% for the three months ended September 30, 2025, compared to 52.3% for the three months ended September 30, 2024. The decrease in the current period expenditures compared to the prior year comparable period reflects lower campaign and political contributions, totaling $6.3 million in the current period compared to $48.4 million in the prior year period, in addition to general operating expense reductions.

Current wording

Selling, general, and administrative expense for the three months ended March 31, 2026 was $104.9 million, a decrease of $13.9 million from $118.8 million for the three months ended March 31, 2025. Selling, general, and administrative expense as a percentage of revenues was 36.6% for the three months ended March 31, 2026, compared to 39.9% for the three months ended March 31, 2025. The decrease in the current period expenditures compared to the prior year comparable period reflects lower campaign and political contributions, totaling $9.5 million in the current period compared to $23.0 million in the prior year period.

Previous wording

Impairment and other charges, net of recoveries was a gain of $0.9 million for the three months ended September 30, 2025 compared to a gain of $4.3 million for the three months ended September 30, 2024.

Current wording

Impairment and other charges, net of recoveries was a gain of $0.3 million for the three months ended March 31, 2026 compared to a loss of $1.8 million for the three months ended March 31, 2025.

Previous wording

Interest income for the nine months ended September 30, 2025 was $11.1 million, a decrease of $0.4 million from $11.5 million for the nine months ended September 30, 2024.

Current wording

Interest income for the three months ended March 31, 2026 was $2.7 million, a decrease of $0.4 million from $3.1 million for the three months ended March 31, 2025.

Previous wording

Other expense, net for the three months ended September 30, 2025 was $1.2 million, an increase of $1.0 million from $0.2 million for three months ended September 30, 2024.

Current wording

Other income, net for the three months ended March 31, 2026 was $0.1 million, a decrease of $0.1 million from $0.2 million for the three months ended March 31, 2025.

Previous wording

The provision for income taxes for the three months ended September 30, 2025 was $53.0 million, an increase of $5.7 million from $47.4 million for the three months ended September 30, 2024. The provision for income taxes as a percentage of gross profit was 31.2% for the three months ended September 30, 2025, compared to 27.3% for the three months ended September 30, 2024. The increase in tax expense in the third quarter of 2025 was driven by an increase in interest expense on uncertain tax positions.

Current wording

The provision for income taxes for the three months ended March 31, 2026 was $21.9 million, a decrease of $30.6 million from $52.5 million for the three months ended March 31, 2025. The provision for income taxes as a percentage of gross profit was 12.9% for the three months ended March 31, 2026, compared to 28.6% for the three months ended March 31, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period included the impact of IRC Section 280E.

Previous wording

Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, and other income and expense items.

Current wording

Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net income (loss) before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net income (loss) before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, other income and expense items.

Previous wording

We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has been adjusted from the GAAP net income measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure.

Current wording

We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has been adjusted from the GAAP net income (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry as competitors commonly disclose similar performance measures; however, our calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income (loss) measure.

Previous wording

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of net income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, has been included herein immediately following our discussion of “Adjusted EBITDA”.

Current wording

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, has been included herein immediately following our discussion of “Adjusted EBITDA”.

Previous wording

The following table presents a reconciliation of net loss attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:

Current wording

The following table presents a reconciliation of net income (loss) attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:

Previous wording

Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives, such as Smart & Safe Florida, which we contributed to in 2025 and 2024. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in markets with adult-use catalysts as well as investments in technology infrastructure. In the current period, our debt service payments consist primarily of interest payments.

Current wording

Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives, such as Smart & Safe Florida. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in markets with adult-use catalysts as well as investments in technology infrastructure.

Previous wording

As of September 30, 2025, cash and cash equivalents were $449.2 million. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report on Form 10-Q through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:

Current wording

As of March 31, 2026, cash and cash equivalents were $352.9 million. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report on Form 10-Q through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:

Previous wording

Net cash provided by investing activities was $19.4 million for the nine months ended September 30, 2025, compared to the $183.4 million net cash used in investing activities for the nine months ended September 30, 2024. The change in net cash provided by investing activities was primarily driven by certificates of deposit entered into in the third quarter of 2024 which matured in the first quarter of 2025. Additionally, higher proceeds from asset sales and a reduction in capital expenditures in the current period contributed to the change in net cash provided by investing activities.

Current wording

Net cash used in investing activities was $13.2 million for the three months ended March 31, 2026, compared to the $43.0 million in net cash provided by investing activities for the three months ended March 31, 2025. The change was primarily driven by certificates of deposit entered into in 2024 which matured in 2025. Additionally, higher proceeds from asset sales and a reduction in capital expenditures in the current period contributed to the change in net cash provided by investing activities.

Previous wording

Net cash used in financing activities was $15.1 million for the nine months ended September 30, 2025, a decrease of $12.0 million, compared to $27.1 million net cash used in financing activities for the nine months ended September 30, 2024. The decrease was primarily driven by payments made in the prior period for taxes related to net share settlement of equity awards and the consolidated VIE settlement transaction.

Current wording

Net cash provided by financing activities was $54.8 million for the three months ended March 31, 2026, a change of $59.3 million, compared to $4.5 million net cash used in financing activities for the three months ended March 31, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.

Previous wording

As of September 30, 2025 and December 31, 2024, substantially all of our condensed consolidated balance sheets is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. We believe our operations are in material compliance with all applicable state and local laws, regulations, and licensing requirements in the states in which we operate. However, cannabis remains illegal under U.S. federal law. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Quarterly Report on Form 10-Q and "Part I, Item 1A - Risk Factors" in our 2024 Form 10-K.

Current wording

Finally, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III. Until that process is complete, the Company's adult use cannabis operations remain illegal under U.S. federal law. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Quarterly Report on Form 10-Q and "Part I, Item 1A - Risk Factors" in our 2025 Form 10-K.

Previous wording

For information on our commitments for financing arrangements, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 4. Long-Term Borrowings, and Note 6. Income Taxes in Part I. Item 1 of this Quarterly Report on Form 10-Q. Other than the $171.1 million increase in our uncertain tax position liabilities, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2024 Form 10-K.

Current wording

For information on our commitments for finance leases, financing arrangements, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 4. Long-Term Borrowings, and Note 6. Income Taxes in Part I. Item 1 of this Quarterly Report on Form 10-Q. Other than the $28.0 million increase in our uncertain tax position liabilities, and the $19.0 million increase in future minimum lease payments under non-cancellable finance leases, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2025 Form 10-K.